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Mothers Work Reports Third Quarter Fiscal 2007 Earnings

 
    PHILADELPHIA, July 24 /PRNewswire-FirstCall/ -- Mothers Work, Inc.
 (Nasdaq:   MWRK), the world's leading maternity apparel retailer, today
 announced operating results for the third quarter of fiscal 2007 ended June
 30, 2007.
     Net income for the third quarter of fiscal 2007 was $1.0 million, or
 $0.17 per common share (diluted), compared to net income for the third
 quarter of fiscal 2006 of $8.8 million, or $1.54 per common share
 (diluted). During April 2007, the Company redeemed the remaining $90
 million principal amount of its outstanding 11-1/4% Senior Notes, which
 resulted in an after-tax charge of $0.73 per share in the third quarter of
 fiscal 2007. Net income before the debt repurchase charge for the third
 quarter of fiscal 2007 was $5.5 million, or $0.90 per common share
 (diluted) compared to the net income for the third quarter of fiscal 2006
 of $8.8 million, or $1.54 per common share (diluted), which did not include
 any debt repurchase charge. The Company's earnings per share before the
 debt repurchase charge for the third quarter were in line with the
 Company's updated diluted earnings per share guidance, provided in its July
 12, 2007 press release, of between $0.86 and $0.90 per share.
     Net income for the first nine months of fiscal 2007 was $5.0 million,
 or $0.81 per common share (diluted), compared to net income for the first
 nine months of fiscal 2006 of $9.7 million, or $1.77 per common share
 (diluted). Net income before debt repurchase charges for the first nine
 months of fiscal 2007 was $10.7 million, or $1.74 per common share
 (diluted), compared to the net income for the first nine months of fiscal
 2006 of $9.7 million, or $1.77 per common share (diluted), which did not
 include any debt repurchase charges. The debt repurchase charges for the
 first nine months of fiscal 2007 resulted from the Company's redemption of
 $25 million of its Senior Notes in December, 2006 and the redemption of the
 remaining $90 million of its Senior Notes in April 2007.
     As previously announced, on April 18, 2007 the Company completed the
 redemption of the remaining $90 million principal amount of its outstanding
 11-1/4% Senior Notes through a new Term Loan financing, which the Company
 expects will result in a decrease in annualized pre-tax interest expense of
 approximately $3.6 million, and an annualized benefit to earnings per share
 of approximately $0.35 per share. This decrease in annualized interest
 expense from the new Term Loan financing began to be recognized in the
 Company's third quarter. The redemption of the Senior Notes, which was at a
 price of 105.625% of principal amount, plus accrued interest, resulted in a
 "Loss on extinguishment of debt" of $7.3 million on a pre-tax basis,
 consisting of the $5.1 million cash redemption premium and $2.2 million of
 non-cash expense from the write-off of unamortized deferred financing costs
 and debt issuance costs. This debt redemption charge, which was $0.73 per
 share on an after-tax basis, was recognized in the Company's third quarter.
     Net sales for the third quarter of fiscal 2007 decreased 6.5% to $153.2
 million from $163.9 million in the same quarter of the preceding year. The
 decrease in sales versus last year resulted primarily from a decrease in
 comparable store sales, partially offset by increased sales from the
 Company's licensed relationship and marketing partnerships. Comparable
 store sales decreased 8.2% during the third quarter of fiscal 2007 (based
 on 1,393 locations) versus a comparable store sales increase of 6.4% during
 the third quarter of fiscal 2006 (based on 1,472 locations). For the
 quarter ended June 30, 2007, the Company opened five stores, including four
 multi-brand store openings, and closed 13 stores, with eight of the store
 closings related to multi-brand store openings. As of the end of June 2007,
 the Company operates 787 stores, 812 leased department locations and 1,599
 total retail locations, compared to 815 stores, 725 leased department
 locations and 1,540 total retail locations operated at the end of June
 2006. Adjusted EBITDA was $16.1 million for the third quarter of fiscal
 2007, a 31.2% decrease from the $23.4 million of Adjusted EBITDA for the
 third quarter of fiscal 2006. Adjusted EBITDA is defined in the financial
 tables at the end of this press release.
     Net sales for the first nine months of fiscal 2007 decreased 3.1% to
 $445.6 million from $459.9 million for the same nine months of the
 preceding year. The decrease in sales versus last year resulted primarily
 from a decrease in comparable store sales, partially offset by increased
 sales from the Company's leased department and licensed relationships and
 marketing partnerships. Comparable store sales decreased 4.1% during the
 first nine months of fiscal 2007 (based on 1,365 locations) versus a
 comparable store sales increase of 3.7% during the first nine months of
 fiscal 2006 (based on 959 locations). During the nine months ended June 30,
 2007, the Company opened 16 stores, including nine multi-brand stores, and
 closed 39 stores, with 19 of these store closings related to multi-brand
 store openings. Adjusted EBITDA was $39.6 million for the first nine months
 of fiscal 2007, a 7.7% decrease from the $42.9 million of Adjusted EBITDA
 for the first nine months of fiscal 2006.
     Rebecca Matthias, President and Chief Creative Officer of Mothers Work,
 noted, "Our sales for the third quarter were weaker than we had planned and
 we attribute this primarily to a continued difficult overall economic and
 retail environment, unseasonably cool weather early in the quarter, and,
 importantly, a negative impact from the current popularity of certain
 styles in the non- maternity women's apparel market, such as trapeze and
 baby-doll dresses and tops, which can more readily fit a pregnant woman
 early in her pregnancy than typical non-maternity fashions. The weak sales
 trend we have seen in recent months has also resulted in us taking some
 increased markdowns to help manage our inventory level and to respond to a
 greater level of clearance markdowns by our maternity competition, who we
 believe have also experienced weaker than planned maternity sales and thus
 needed to take greater markdowns to manage their inventory levels. This
 extra level of markdowns we took, although not at the extremely high level
 of fiscal 2004 and fiscal 2005, did result in somewhat lower than planned
 gross margins. It is very important to note that with our aggressive
 actions to manage our inventory level, including increasing our markdown
 levels, our overall inventory level is less than 1% higher than last year,
 and we believe we can continue to manage our inventory levels without
 resorting to excessive markdown levels.
     "Looking forward, we continue to focus on developing great maternity
 product under each of our brands and continuing our strategic transition,
 including continuing to expand our leased department and licensed
 relationships and marketing partnerships, and continuing to roll out our
 multi-brand stores. We do not believe that the recent weakness in our sales
 performance is indicative of any impairment of our long-term prospects but
 rather, as previously noted, is indicative of the weak overall economic and
 retail environment and the more pregnancy-friendly fit of certain current
 non- maternity fashion trends.
     "As of June 30, 2007, we have 40 two-brand Mimi combo stores, 3 triplex
 stores, and 14 Destination Maternity(R) Superstores. We believe there is a
 significant opportunity to expand our multi-brand store concepts, which we
 believe will generate higher sales per store and improved store operating
 profit margins by reducing store expense percentages through the efficiency
 of operating one larger store rather than multiple smaller stores in a
 single market. In addition, in certain cases, we believe our multi-brand
 store concepts will increase overall sales in the geographical markets they
 serve. Opening these multi-brand stores will typically involve closing two
 or more smaller stores and may frequently result in one-time store closing
 costs resulting primarily from early lease terminations. We opened two
 Destination Maternity Superstores in fiscal 2007, and are targeting to open
 an additional 6 to 8 Superstores in fiscal 2008, including four locations
 already identified and negotiated. We are the only national retailer that
 is solely focused on maternity, and we are further differentiating
 ourselves as the ultimate maternity destination with these large,
 well-assorted, "must visit" multi- brand store concepts. Based on our
 internal research, we believe that over the next several years we have the
 potential to expand the Destination Maternity chain to 40 to 50 or more
 total Destination Maternity superstores in the United States and to expand
 the Mimi combo store chain to 70 to 80 or more total Mimi combo stores in
 the U.S.
     "Over the past several years, we have increased the sales we generate
 from our leased department and licensed relationships. Since the beginning
 of fiscal 2005, we have become the exclusive maternity apparel provider to
 Sears(R) and Kohl's(R) and we believe that we have a significant
 opportunity to continue to increase the sales we generate from our leased
 department and licensed relationships. We believe these growth
 opportunities include additional maternity apparel department locations
 with our current partners as well as developing relationships with new
 partners. As part of working towards expanding our business with our
 existing leased partners, we have converted most of our Macy's(R) leased
 department locations from Motherhood Maternity(R) branded departments to
 Mimi Maternity(R) branded departments carrying both Motherhood and Mimi
 product. Our continued commitment to this strategy of growing the sales we
 generate from our leased department and licensed relationships is also
 demonstrated by our new leased department relationships in the past year
 with Boscov's(R) and Gordmans(R), two regional department store chains.
     "We believe our customers, particularly first-time parents, are
 entering a new life stage that drives widespread changes in purchasing
 needs and behavior, thus making our maternity customer a highly-valued
 demographic for a range of consumer products and services companies. We
 have been able to leverage the relationship we have with our customers to
 earn incremental revenues, and we expect to expand these revenues through a
 variety of marketing partnership programs utilizing our extensive opt-in
 customer database and various in-store marketing initiatives, which help
 introduce our customers to various baby and parent-related products and
 services offered by leading third-party consumer products and services
 companies. Whereas our current revenues in this area have predominantly
 been derived from the pre- natal portion of our customer database, we have
 taken steps to update and manage our entire customer database so we can
 actively market our full opt-in customer database to a much broader range
 of consumer product and services companies that market to families with
 children.
     "Also, we continue to expand futuretrust(R), our MasterCard(R)-based
 college savings program that we market through our stores and our internet
 sites. The futuretrust program enables members to help save for their
 child's (or grandchild's or any other relative's or friend's) college
 education when they link their futuretrust MasterCard to a tax-advantaged
 529 College Savings account. Members earn rebates on all purchases with
 their futuretrust MasterCard that are automatically contributed to their
 529 College Savings account and can also earn additional college savings at
 merchants in the futuretrust Preferred Merchant Network. We have entered
 into relationships with select providers of 529 savings programs, tax
 preparation services, home mortgages and real estate services for our
 futuretrust members and, in the future, we anticipate further developing
 our futuretrust program into a full service financial services and
 information resource for our members known as the Futuretrust Family
 Financial Center(TM). We anticipate that additional potential services
 offered through the Futuretrust Family Financial Center may include online
 banking, life insurance and other financial services needed by families
 with children. We plan to offer such services through relationships with
 high-quality third-party providers of these services.
     "Our sales thus far in July have continued to be weak, but the trend
 has improved somewhat compared to June. Our comparable store sales for June
 decreased 5.4% even with the favorable impact of approximately 2 to 3
 percentage points due to having five Saturdays in June 2007 compared to
 four Saturdays in June 2006. Thus, adjusting for this "days adjustment"
 impact, our comparable store sales for June would be down approximately
 7.4% to 8.4%. Based on our sales results thus far in July, we expect our
 comparable store sales for the full month of July to be in the range of
 down 8.0% to down 10.5%, which includes a projected unfavorable impact of 2
 to 3 percentage points due to having only four Saturdays in July 2007
 compared to five Saturdays in July 2006. Thus, adjusting for this "days
 adjustment" impact, we project that our comparable store sales for July
 would be down approximately 5% to 8%. Comparable store sales for July 2006
 increased 3.9%, and this figure would have been between 1 and 2 percentage
 points higher if there had not been one less Friday and one more Monday in
 July 2006 compared to July 2005. As in June, we are continuing to take more
 markdowns than planned in order to continue to manage our inventory levels,
 but we are accomplishing this without resorting to excessive markdown
 levels.
     "For the fourth quarter of fiscal 2007, we are targeting net sales in
 the $138.5 million to $143.5 million range, based on an assumed comparable
 store sales decrease of between 2% and 6% for the quarter. Based on this
 targeted sales, we are targeting earnings per common share (diluted) of
 between a loss of $(0.27) per share and $0.00 per share for the fourth
 quarter of fiscal 2007, as compared to last year's fourth quarter diluted
 loss of $(0.01) per share, excluding the charge related to our redemption
 of $10 million of Senior Notes in the fourth quarter of fiscal 2006.
     "We are targeting net sales for fiscal 2007 in the $584 million to $589
 million range, representing a sales decrease of approximately 2% to 3%
 compared to fiscal 2006, based on an assumed comparable store sales
 decrease of between 3.5% and 4.5% for the full fiscal year, partially
 offset by expected increased sales contribution from our marketing
 partnerships and our leased department and licensed relationships.
     "Our targeted sales for fiscal 2007 reflect our plan to open
 approximately 19 new stores during the year, including approximately 10 new
 multi-brand stores, and our plan to close approximately 46 stores, with
 approximately 21 of these planned store closings related to openings of new
 multi-brand stores, including our Destination Maternity Superstores. We
 plan to open approximately 130 new leased department locations for fiscal
 2007, primarily from our recent agreements for exclusive leased department
 relationships with Boscov's and Gordmans. In addition, we distribute our Oh
 Baby! by Motherhood(TM) collection through a licensed arrangement at Kohl's
 stores throughout the United States and on Kohls.com. Kohl's currently
 operates 834 stores in 46 states, compared to 749 stores in 43 states a
 year ago.
     "We project that our gross margin for fiscal 2007 will be approximately
 52.1% of net sales, a slight decrease from our 52.2% gross margin in fiscal
 2006, driven by the spreading of fixed product overhead costs over a
 smaller sales base, largely offset by higher pre-overhead merchandise gross
 margins and, to a lesser extent, increased marketing partnership revenues.
 The projected increase in our pre-overhead merchandise gross margins for
 the year primarily reflects decreased markdown levels compared to last year
 for the first half of the fiscal year, and planned continued product cost
 reductions throughout the year. We expect our operating expenses to
 increase slightly as a percentage of net sales for fiscal 2007 versus
 fiscal 2006, primarily as a result of negative expense leverage associated
 with the weaker comparable store sales, partially offset by reduced
 incentive compensation and stock compensation expense, reduced expenses for
 store closings, reduced impairment charges for write-downs of store fixed
 assets, expense leverage from our multi-brand stores, as well as a
 continued sharp focus on expense control.
     "Based on these assumptions, we are targeting operating income for
 fiscal 2007 in the $24.8 million to $27.4 million range, representing a
 projected decrease of between approximately 10% and 18% from our fiscal
 2006 operating income of $30.3 million, and we are targeting Adjusted
 EBITDA in the $43.9 million to $46.5 million range, representing a
 projected decrease of between approximately 10% and 15% from our fiscal
 2006 Adjusted EBITDA of $51.7 million. Also, based on these assumptions, we
 are targeting diluted earnings per common share of between $1.49 and $1.74
 per share excluding the charges related to our $25 million debt repurchase
 in December 2006 and our $90 million debt repurchase in April 2007,
 representing a change of between a decrease of 13% and an increase of 1%
 over our $1.72 diluted earnings per share before debt repurchase charges
 for fiscal 2006. This earnings guidance range is lower than our previous
 guidance range for fiscal 2007 diluted earnings per share of between $2.32
 and $2.85 per share, excluding debt repurchase charges, provided in our
 April 24, 2007 press release, due to the reduction in our sales and gross
 margin projections for the year. Including the first quarter fiscal 2007
 debt repurchase charge of approximately $0.21 per share and the third
 quarter fiscal 2007 debt repurchase charge of approximately $0.73 per
 share, we are targeting reported diluted earnings per common share of
 between $0.56 and $0.81 per share for the full year fiscal 2007, compared
 to our $1.63 reported diluted earnings per share for fiscal 2006, which was
 adversely affected by a debt repurchase charge of $0.09 per share. Of
 course, our ability to achieve our targeted results will depend, among
 other factors, on the overall retail, economic, political and competitive
 environment as well as the results from our new initiatives.
     "We are planning our fiscal 2007 capital expenditures to be
 approximately $16 million, compared to $13.9 million for fiscal 2006,
 primarily for new store openings, expanding and relocating selected stores,
 store remodelings, and some continued investment in our management
 information systems and distribution center. We expect our inventory at
 fiscal 2007 year end to increase somewhat from fiscal 2006 year end and to
 be somewhat higher than planned due to our lower planned sales, but we
 continue to tightly plan our inventory levels relative to sales and we
 believe we can manage our inventory levels without resorting to excessive
 markdown levels. Based on these targets and plans, we expect to generate
 positive free cash flow before financing activities during fiscal 2007. We
 are also very pleased with our strong financial liquidity and our progress
 in reducing our debt and our ongoing interest expense. During the
 twelve-month period ended June 30, 2007, the Company reduced its debt
 balance by $35 million, while still carrying a balance of cash and cash
 equivalents of $7.4 million at June 30, 2007. As of June 30, 2007, we had
 $90 million outstanding principal amount of our new lower-cost Term Loan,
 the proceeds of which we used in April 2007 to redeem our remaining Senior
 Notes. In addition, as part of the refinancing transaction, in March 2007
 the Company amended its existing $60 million revolving credit facility in
 order to permit the new Term Loan financing. This amendment of the credit
 facility also extended its maturity from October 15, 2009 to March 13,
 2012, and modestly increased its size to $65 million. As of June 30, 2007,
 we had no direct borrowings under our credit facility, and we had
 approximately $57 million of availability under our credit facility.
 Although we had modest borrowings from our credit facility during portions
 of the second and third quarters of fiscal 2007, reflecting seasonal and
 other timing variations in cash flow and our use of cash to repurchase $35
 million principal amount of Senior Notes from August 2006 through December
 2006, we did not have any outstanding credit line borrowings at the end of
 either the second or third quarter of fiscal 2007 and expect to have no
 outstanding credit line borrowings at the end of fiscal 2007. Our average
 level of borrowings under our credit facility was $0.7 million for the
 first nine months of fiscal 2007.
     "Looking forward to fiscal 2008, we expect to see an improved sales
 trend and expect to generate significantly higher earnings in fiscal 2008
 than in fiscal 2007, while generating strong free cash flow. We are
 targeting net sales of approximately $595 to $611 million for fiscal 2008,
 based on assumed comparable store sales increase of between 1% and 4%. Our
 targeted sales for fiscal 2008 reflect our plan to open approximately 25 to
 30 new stores, including 10 to 15 new multi-brand stores, and close
 approximately 50 to 60 stores, with approximately 25 to 30 of these planned
 store closings related to openings of new multi-brand stores, including our
 Destination Maternity Superstores. Based on our assumed comparable store
 sales projection range, we are targeting operating income for fiscal 2008
 in the $26 to $33 million range, and Adjusted EBITDA (representing
 operating income before certain non- cash charges) in the $46 to $53
 million range. We are targeting diluted earnings per share for fiscal 2008
 of between $1.89 and $2.56 per share, a significant improvement in earnings
 versus fiscal 2007. Of course, our ability to achieve these targeted
 results will depend, among other factors, on the overall retail, economic,
 political and competitive environment as well as the results from our new
 initiatives. We plan to provide more detailed guidance for fiscal 2008,
 including certain quarterly guidance, in November when we report fourth
 quarter earnings.
     "We are planning our fiscal 2008 capital expenditures to be between $17
 million and $19 million, primarily for new store openings, expanding and
 relocating selected stores, store remodelings, and continued investment in
 our management information systems and for continued distribution center
 automation. With respect to inventory, we are planning on flat to slightly
 increased overall inventory levels from our projected inventory at the end
 of fiscal 2007. Based on these targets and plans, we expect to generate
 strong free cash flow during fiscal 2008."
     As announced previously, the Company will hold a conference call today
 at 9:00 a.m. Eastern Time, regarding the Company's third quarter fiscal
 2007 earnings, future financial guidance, and certain business initiatives.
 You can participate in this conference call by calling (210) 234-0026.
 Please call ten minutes prior to 9:00 a.m. Eastern Time. The passcode for
 the conference call is "Mothers Work." In the event that you are unable to
 participate in the call, a replay will be available through Wednesday,
 August 8, 2007 by calling (203) 369-0699.
     Mothers Work is the world's largest designer and retailer of maternity
 apparel, using its custom TrendTrack(TM) merchandise analysis and planning
 system as well as its quick response replenishment process to "give the
 customer what she wants, when she wants it." As of June 30, 2007, Mothers
 Work operates 1,599 maternity locations, including 787 stores,
 predominantly under the tradenames Motherhood Maternity(R), A Pea in the
 Pod(R), Mimi Maternity(R), and Destination Maternity(R), and sells on the
 web through its DestinationMaternity.com and brand-specific websites. In
 addition, Mothers Work distributes its Oh Baby! by Motherhood(TM)
 collection through a licensed arrangement at Kohl's(R) stores throughout
 the United States and on Kohls.com.
     The Company cautions that any forward-looking statements (as such term
 is defined in the Private Securities Litigation Reform Act of 1995)
 contained in this press release or made from time to time by management of
 the Company, including those regarding expected results of operations,
 liquidity and financial condition and new business initiatives, involve
 risks and uncertainties, and are subject to change based on various
 important factors. The following factors, among others, in some cases have
 affected and in the future could affect the Company's financial performance
 and actual results and could cause actual results to differ materially from
 those expressed or implied in any such forward-looking statements: our
 ability to successfully manage our new initiatives, future sales trends in
 our existing store base, weather, changes in consumer spending patterns,
 raw material price increases, consumer preferences and overall economic
 conditions, the impact of competition and pricing, availability of suitable
 store locations, continued availability of capital and financing, ability
 to hire and develop senior management and sales associates, ability to
 develop and source merchandise, ability to receive production from foreign
 sources on a timely basis, potential stock repurchases, potential debt
 prepayments, changes in market interest rates, war or acts of terrorism,
 and other factors set forth in the Company's periodic filings with the
 Securities and Exchange Commission, or in materials incorporated therein by
 reference.
                      MOTHERS WORK, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations
                     (in thousands, except per share data)
                                  (unaudited)
 
                                     Third Quarter Ended     Nine Months Ended
                                    _____________________  ___________________
                                    6/30/07     6/30/06     6/30/07     6/30/06
                                    _____________________  ____________________
     Net sales                     $153,227    $163,883    $445,568    $459,919
     Cost of goods sold              72,105      74,023     211,336     217,853
                                   ______________________  ____________________
       Gross profit                  81,122      89,860     234,232     242,066
     Selling, general and
      administrative expenses        70,055      71,933     208,668     215,035
                                   ______________________  ____________________
       Operating income              11,067      17,927      25,564      27,031
     Interest expense, net            2,043       3,541       7,965      11,120
     Loss on extinguishment of debt   7,330           -       9,423           -
                                   ______________________  ____________________
       Income before income taxes     1,694      14,386       8,176      15,911
     Income tax provision               661       5,612       3,189       6,207
                                   ______________________  ____________________
       Net income                   $ 1,033     $ 8,774     $ 4,987     $ 9,704
                                   ======================  ====================
 
     Net income per share - basic   $  0.18     $  1.64     $  0.86     $  1.83
                                   ======================  ====================
     Average shares outstanding
      - basic                         5,838       5,334       5,789       5,298
                                   ======================  ====================
     Net income per share
      - diluted                     $  0.17     $  1.54     $  0.81     $  1.77
                                   ======================  ====================
     Average shares outstanding
      - diluted                       6,140       5,684       6,168       5,496
                                   ======================  ====================
 
     Supplemental information:
     Net income, as reported        $ 1,033     $ 8,774     $ 4,987     $ 9,704
     Add: loss on extinguishment of
      debt, net of tax                4,471           -       5,748           -
                                   ______________________  ____________________
     Adjusted net income, before
      loss on extinguishment of debt  5,504       8,774      10,735       9,704
     Add: stock compensation expense,
      net of tax                        333         546         936       1,041
                                   ______________________  ____________________
     Adjusted net income, before loss
      on extinguishment of debt
      and stock compensation
      expense                       $ 5,837     $ 9,320     $11,671     $10,745
                                   ======================  ====================
     Adjusted net income per share
      - diluted, before loss on
      extinguishment of debt        $  0.90     $  1.54     $  1.74     $  1.77
                                   ======================  ====================
     Adjusted net income per share
      - diluted, before loss on
      extinguishment of debt and
      stock compensation expense    $  0.95     $  1.64     $  1.89     $  1.96
                                   ======================  ====================
 
 
 
                    Selected Consolidated Balance Sheet Data
                                 (in thousands)
                                  (unaudited)
 
                               June 30,        September 30,        June 30,
                                 2007              2006               2006
                              _________       _______________      __________
 
     Cash and cash equivalents  $7,393           $18,904            $15,641
     Short-term investments          -             9,425             25,650
     Inventories                97,998            94,259             97,076
     Property, plant and
      equipment, net            71,237            71,430             72,673
     Line of credit borrowings       -                 -                  -
     Long-term debt             92,064           117,535            127,729
     Stockholders' equity       94,097            80,700             76,155
 
 
 
                       Supplemental Financial Information
 
            Reconciliation of Operating Income to Adjusted EBITDA(1)
             and Operating Income Margin to Adjusted EBITDA Margin
                       (in thousands, except percentages)
                                  (unaudited)
 
                              Third Quarter Ended            Nine Months Ended
                             ______________________        ____________________
                             6/30/07       6/30/06         6/30/07      6/30/06
                             ______________________        ____________________
 
     Operating income      $  11,067     $  17,927       $  25,564   $  27,031
     Add: depreciation &
      amortization expense     4,056         3,942          11,868      11,879
     Add: loss on impairment
      of long-lived assets       559           494             949       2,345
     Add: (gain) loss on
      disposal of assets        (129)          152            (292)        (45)
     Add: stock compensation
      expense                    544           895           1,534       1,706
                           __________________________  ________________________
     Adjusted EBITDA(1)    $  16,097     $  23,410       $  39,623   $  42,916
                           ==========================  ========================
 
     Net sales             $ 153,227     $ 163,883       $ 445,568   $ 459,919
                           ==========================  ========================
     Operating income margin
      (operating income as
      a percentage  of
      net sales)                7.2%         10.9%            5.7%        5.9%
     Adjusted EBITDA margin
      (Adjusted EBITDA as a
      percentage of net sales) 10.5%         14.3%            8.9%        9.3%
 
     (1)  Adjusted EBITDA represents operating income before deduction for the
          following non-cash charges: (i) depreciation and amortization
          expense; (ii) loss on impairment of long-lived assets; (iii) (gain)
          loss on disposal of assets; and (iv) stock compensation expense.
 
 
 
            Reconciliation of Net Income (Loss) Per Share - Diluted
              to Adjusted Net Income (Loss)  Per Share - Diluted,
      Before Loss on Extinguishment of Debt and Stock Compensation Expense
                                  (unaudited)
 
                                     Projected for the        Actual for the
                                   Fourth Quarter Ending   Fourth Quarter Ended
                                          9/30/07                 9/30/06
                                  _______________________ _____________________
 
 
     Net loss per share - diluted      $(0.27) to (0.00)         $ (0.11)
     Add: per share effect of
      loss on extinguishment of
      debt                                    -                     0.10
                                  _______________________ _____________________
     Adjusted net loss per share
      - diluted, before loss on
      extinguishment of debt            (0.27) to (0.00)           (0.01)
     Add: per share effect of
      stock compensation expense              0.06                  0.11
                                  _______________________ _____________________
     Adjusted net income (loss)
      per share - diluted,
      before loss on extinguishment
      of debt and stock compensation
      expense                          $(0.21) to 0.06             $0.10
                                  ======================= =====================
 
 
                                      Projected for the        Actual for the
                                         Year Ending             Year Ended
                                           9/30/07                9/30/06(1)
                                     ____________________   ___________________
 
     Net income  per share - diluted    $0.56 to 0.81              $1.63
     Add: per share effect of loss
      on extinguishment of debt              0.93                   0.10
                                     ____________________   ___________________
     Adjusted net income per share
      - diluted, before loss on
      extinguishment of debt             1.49 to 1.74               1.72
     Add: per share effect of stock
      compensation expense                   0.21                   0.31
                                     ____________________   ___________________
 
     Adjusted net income per share
      - diluted, before loss on
      extinguishment of debt and
      stock compensation expense        $1.70 to 1.95              $2.03
                                     ====================   ===================
 
     (1)  Components do not add to total due to rounding.
 
 
                                             Projected for the
                                                Year Ending
                                                  9/30/08
                                             _________________
 
     Net income  per share - diluted           $1.89 to 2.56
     Add: per share effect of stock
      compensation expense                          0.27
                                             _________________
     Adjusted net income per share
      - diluted, before loss on
      extinguishment of debt and
      stock compensation expense               $2.16 to 2.83
                                             =================
 
 
 
             Reconciliation of Operating Income to Adjusted EBITDA
                            (in millions, unaudited)
 
                                   Projected for the         Actual for the
                                      Year Ending              Year Ended
                                        9/30/07                  9/30/06
                                   __________________       __________________
 
     Operating income                  $24.8 to 27.4             $30.3
     Add: depreciation &
      amortization expense                 16.2                   16.1
     Add: loss on impairment
      of long-lived assets and
      (gain) loss on disposal
      of assets                             0.8                    2.5
     Add: stock compensation
      expense                               2.1                    2.8
                                   __________________        __________________
     Adjusted EBITDA                   $43.9 to 46.5             $51.7
                                   ==================        ==================
 
 
                                                      Projected for the
                                                         Year Ending
                                                           9/30/08
                                                      _________________
 
     Operating income                                  $26.0 to 33.0
     Add: depreciation & amortization expenses              16.4
     Add: loss on impairment of long-lived assets
      and (gain) loss on disposal of assets                  0.8
     Add: stock compensation expense                         2.8
                                                      __________________
     Adjusted EBITDA                                   $46.0 to 53.0
                                                      ==================
     Mothers Work press releases available through Company News On-Call at
 http://www.prnewswire.com/comp/581877.html.
 
 

SOURCE Mothers Work, Inc.
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